8-K current report · filed Mar 3, 2026

TXNM ENERGY INC (TXNM) 8-K Current Report: March 3, 2026

Item 5.02TXNM overview

Short answer

TXNM ENERGY INC (TXNM) filed an 8-K current report with the SEC on March 3, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers). 2026 Annual Incentive Plan: CEO/Executive Chair bonus range 57.5%–230% of base salary; CFO/GC range 35%–140%; gated by threshold Incentive EPS.

TXNM ENERGY INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • 2026 Annual Incentive Plan: CEO/Executive Chair bonus range 57.5%–230% of base salary; CFO/GC range 35%–140%; gated by threshold Incentive EPS
  • 2026 LTIP covers 3-year period (2026–2028); 70% performance shares (Earnings Growth + FFO/Debt Ratio), 30% time-vested restricted stock rights
  • CEO performance share opportunity: 122.5%–490% of base salary; Executive Chair: 75.25%–301%; CFO: 42%–168%
  • Time-vested restricted stock rights vest ratably over 3 years (33%/34%/33%) on March 7 of 2027, 2028, 2029
  • Change-in-control provision guarantees minimum annual incentive payout if plan modified post-CoC: modest shareholder protection on pay

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